Terms of Service
Effective Date: September 26, 2025
These Terms of Service (the **“Terms”**) are a binding agreement between you and **Bullbyte Software Inc.** ("**Bullbyte**," "**we**," "**us**," or "**our**"), the owner and operator of **DBAnvil** (the "**Service**"). The Service includes our public websites (including **dbanvil.com**), any hosted or cloud-based features, and any downloadable desktop or mobile software, utilities, plug‑ins, command‑line tools, or documentation that we make available (collectively, the "**Software**").
By accessing or using the Service, or by clicking "I agree" (or similar) when presented with these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity; in that case, "you" means that entity. If you do not agree to these Terms, do not access or use the Service.
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## 1. Eligibility; Accounts
1.1 **Eligibility.** You must be at least the age of majority in your place of residence (or 16 years old with the consent and supervision of a parent/guardian) to use the Service. You may not use the Service if you are barred from doing so under applicable laws, including export control or sanctions laws.
1.2 **Account Registration.** You may need an account to use some features. You must provide accurate and complete information, keep your credentials confidential, and promptly update your information. You are responsible for all activities under your account.
1.3 **Organization Use.** If your account is provisioned by an organization (your "**Organization**"), your use may be subject to your Organization’s policies. We may disclose account information to your Organization’s administrator as permitted by law.
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## 2. Plans; Trials; Fees; Taxes; Refunds
2.1 **Plans.** We may offer free, evaluation, and paid subscription plans. Plan features and limitations are described on the Service or in an Order (each, an "**Order**"). We may change plan features prospectively with notice.
2.2 **Trials and Beta.** Free trials and pre‑release/beta features (collectively, "**Beta**") are provided **AS IS** and may be changed, suspended, or discontinued at any time without liability. Beta may be time‑limited and may collect additional diagnostic data.
2.3 **Fees.** You agree to pay all fees for the plan you select, in the currency and on the billing interval specified in your Order. Fees are non‑refundable except as required by law or as expressly stated in these Terms.
2.4 **Auto‑Renewal.** Subscriptions renew automatically for successive periods equal to the initial term unless you cancel before the end of the then‑current term through your account settings. You authorize us (or our payment processor) to charge your payment method on renewal.
2.5 **Taxes.** Fees are exclusive of any sales, use, value‑added, goods and services, withholding, or similar taxes (collectively, "**Taxes**"). You are responsible for Taxes (other than taxes based on our net income), which may be charged at checkout.
2.6 **Price Changes.** We may change prices prospectively with reasonable notice. Any price change will take effect on your next renewal unless you cancel prior to renewal.
2.7 **Refunds.** Except where required by law, all purchases are final and non‑refundable. For consumer users in jurisdictions with statutory cooling‑off rights, those rights remain unaffected.
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## 3. License and Access Rights
3.1 **Software License.** Subject to these Terms and your timely payment of fees, we grant you a limited, non‑exclusive, non‑transferable, non‑sublicensable license to install and use the Software in object code form for your internal business or personal purposes, in accordance with the documentation and any usage parameters stated in your Order.
3.2 **Hosted Service Access.** We grant you a limited, non‑exclusive, non‑transferable right to access and use the hosted components of the Service during your subscription term, solely for your internal business or personal purposes.
3.3 **Restrictions.** You shall not (and shall not permit any third party to): (a) copy (except for a reasonable number of backup copies), modify, translate, or create derivative works of the Software; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code (except to the extent such restriction is prohibited by law); (c) circumvent security or access controls; (d) use the Service for competitive analysis or to build a competing product; (e) rent, lease, sell, sublicense, or otherwise transfer rights in the Service; (f) remove proprietary notices or labels; (g) perform or disclose any benchmark or performance tests without our prior written consent.
3.4 **Open Source.** The Service may include or interface with open‑source components subject to their own licenses. To the extent required by the applicable open‑source licenses, those licenses will govern your use of those components.
3.5 **Updates and Monitoring.** The Service may automatically check for and install updates. We may monitor usage to ensure compliance with these Terms and to maintain and improve the Service.
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## 4. Acceptable Use; High‑Risk Activities
4.1 **Acceptable Use.** You must not use the Service to: (a) violate laws or third‑party rights; (b) transmit malware, phishing, or spam; (c) harass, threaten, or defame; (d) attempt unauthorized access; (e) interfere with, disrupt, or degrade the Service; (f) mine cryptocurrency; (g) process data where you lack a lawful basis or necessary consents; or (h) store or transmit content that is illegal, obscene, or infringing.
4.2 **High‑Risk Use.** The Service is not designed or intended for use in hazardous environments or for any mission‑critical, life‑support, medical, nuclear, aviation, or other high‑risk activities where failure could lead to death, personal injury, or severe property or environmental damage. You assume all risk for such uses.
4.3 **No Professional Advice.** Outputs and content generated or displayed by the Service (including schema suggestions, scripts, or other artifacts) are for informational purposes only and do not constitute professional, legal, financial, or engineering advice. You are solely responsible for validating all outputs and for your use of them.
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## 5. Your Content and Data
5.1 **Definitions.** "**Customer Data**" means data, schemas, metadata, text, files, or other content you (or your users) submit to or process with the Service. "**Output**" means results generated by the Service from Customer Data.
5.2 **Ownership.** As between the parties, you retain all right, title, and interest in and to Customer Data and Output. You grant us a worldwide, non‑exclusive, royalty‑free license to host, process, transmit, display, and otherwise use Customer Data and Output solely to provide, maintain, secure, and improve the Service, to prevent or address service or technical problems, and as otherwise permitted by these Terms.
5.3 **Representations.** You represent and warrant that you have obtained all rights, permissions, and consents necessary to submit Customer Data to the Service and to grant the rights in these Terms, and that Customer Data does not violate applicable laws or third‑party rights.
5.4 **Retention and Deletion.** We retain Customer Data for the term of your subscription and for a limited period thereafter as described in our Privacy Policy. Upon termination or your request, we will delete or return Customer Data in a commercially reasonable timeframe, except where we are legally required to retain it, subject to reasonable backup and archival retention.
5.5 **Aggregated/De‑identified Data.** We may create and use aggregated or de‑identified data for analytics, benchmarking, and to improve the Service, provided such data does not identify you or your users.
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## 6. Third‑Party Services and Connectors
6.1 **Third‑Party Services.** The Service may interoperate with third‑party products or services ("**Third‑Party Services**"), such as database drivers, cloud platforms, identity providers, or payment processors. Your use of Third‑Party Services is governed by the terms of those third parties. We are not responsible for Third‑Party Services or for any disclosure, modification, or deletion of Customer Data by such services.
6.2 **Credentials.** If you enable any integration, you authorize us to access and exchange data with the Third‑Party Service as necessary to provide the integration. You are responsible for the security of credentials used with Third‑Party Services.
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## 7. Privacy; Data Processing
7.1 **Privacy Policy.** Our collection and use of personal information is described in our Privacy Policy (the "**Privacy Policy**"), which is incorporated by reference. You acknowledge that you have read the Privacy Policy.
7.2 **DPA.** If you are a business customer subject to data protection laws (e.g., GDPR, UK GDPR, PIPEDA/CPPA, CCPA/CPRA), our Data Processing Addendum ("**DPA**") applies to our processing of personal data on your behalf and is incorporated into these Terms when executed by you. In the event of conflict between the DPA and these Terms, the DPA controls with respect to personal data processing.
7.3 **Security.** We implement reasonable technical and organizational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. You are responsible for properly configuring and using the Service and for securing your endpoints, networks, and credentials.
7.4 **International Transfers.** We may process and store information in Canada, the United States, or other countries in which we or our service providers operate. By using the Service, you consent to such transfers, subject to applicable law and the DPA, where applicable.
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## 8. Confidentiality
8.1 **Definition.** "**Confidential Information**" means non‑public information disclosed by one party (the "**Discloser**") to the other (the "**Recipient**") that is marked or otherwise reasonably understood to be confidential.
8.2 **Obligations.** Recipient will use the Discloser’s Confidential Information solely to perform under these Terms, and will protect it using at least the same degree of care it uses to protect its own similar information (and no less than reasonable care). Recipient may disclose Confidential Information to its employees, contractors, and advisors who need to know it and who are bound by confidentiality obligations at least as protective as these Terms.
8.3 **Exclusions.** Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to Recipient without confidentiality obligations; (c) is independently developed by Recipient without use of Discloser’s Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.
8.4 **Compelled Disclosure.** Recipient may disclose Confidential Information when required by law or court order, provided it (if legally permitted) gives Discloser prompt notice and reasonable cooperation to seek protective measures.
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## 9. Intellectual Property; Feedback; Trademarks
9.1 **Ownership.** We and our licensors retain all right, title, and interest in and to the Service, Software, documentation, and all improvements and derivative works thereof, including all intellectual property rights. Except for the rights expressly granted to you, no other rights are granted, whether by implication, estoppel, or otherwise.
9.2 **Feedback.** If you provide suggestions, ideas, or other feedback ("**Feedback**"), you grant us a perpetual, irrevocable, worldwide, sublicensable, royalty‑free license to use and exploit the Feedback without restriction or compensation to you.
9.3 **Trademarks.** "DBAnvil" and associated names, logos, and marks are our trademarks. You may not use our trademarks without prior written permission, except as truthful and necessary to identify the Service.
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## 10. DMCA/Copyright Policy
If you believe that content on the Service infringes your copyright, please send a notice compliant with the U.S. DMCA (17 U.S.C. §512) or applicable local law to our designated agent at **[legal@bullbytesoftware.com](mailto:legal@bullbytesoftware.com)** with the following: (a) your contact information; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material; (d) a statement of good‑faith belief; (e) a statement under penalty of perjury that your notice is accurate and that you are authorized to act; and (f) your physical or electronic signature. We may remove content and terminate repeat infringers.
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## 11. Term; Suspension; Termination
11.1 **Term.** These Terms start when you first use the Service and continue until terminated as described here.
11.2 **Suspension.** We may suspend your access immediately (with or without notice) if: (a) we reasonably believe you violated these Terms; (b) your use poses a security risk; (c) your account is delinquent; or (d) required by law.
11.3 **Termination by You.** You may terminate at any time by closing your account and uninstalling the Software. If you have a subscription, termination will be effective at the end of your current term unless earlier termination is required by law.
11.4 **Termination by Us.** We may terminate these Terms and your access for convenience with thirty (30) days’ notice, or immediately for cause if you materially breach these Terms and fail to cure within ten (10) days after notice (if curable).
11.5 **Effect of Termination.** Upon termination, your rights to use the Service cease. You must uninstall the Software and cease all use. Sections that by their nature should survive (including Sections 3.3, 5, 6, 7, 8, 9, 11.5, 12, 13, 14, and 15) will survive termination.
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## 12. Warranties; Disclaimers
12.1 **Mutual Warranties.** Each party represents and warrants that it has the legal authority to enter into these Terms.
12.2 **Service Disclaimer.** EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE AND SOFTWARE ARE PROVIDED **“AS IS”** AND **“AS AVAILABLE,”** WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT, AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR‑FREE, OR SECURE, OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE.
12.3 **Consumer Laws.** Some jurisdictions do not allow the exclusion of certain warranties. To the extent prohibited by law, the above exclusions may not apply to you and your statutory rights are not affected.
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## 13. Limitation of Liability
13.1 **Indirect Damages.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13.2 **Cap.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR, FOR FREE USERS, CAD $100).
13.3 **Exclusions.** The limitations above do not apply to breach of Section 3.3 (Restrictions), Section 8 (Confidentiality), infringement or misappropriation of IP rights, or your payment obligations.
13.4 **Consumer Laws.** Some jurisdictions do not allow limitations of liability. To the extent prohibited by law, the above limitations may not apply to you.
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## 14. Indemnification
You will defend, indemnify, and hold harmless Bullbyte and its affiliates, officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) your Customer Data or your use of the Service; (b) your breach of these Terms; or (c) your violation of law or third‑party rights. We will promptly notify you of any claim and cooperate at your expense; you may not settle any claim without our prior written consent if it imposes an obligation on us or admits fault on our behalf.
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## 15. Export; Sanctions; Government Users
15.1 **Export Laws.** The Service may be subject to export control and sanctions laws of Canada, the United States, and other jurisdictions. You will not export, re‑export, or use the Service in violation of such laws.
15.2 **Sanctions.** You represent that you are not located in, organized in, or ordinarily resident in any country or region subject to comprehensive sanctions, and you are not on any government sanctions or denied‑party list.
15.3 **Government Users.** The Software is "commercial computer software". If acquired by or on behalf of the U.S., Canadian, or other government, use is subject to these Terms and any applicable government acquisition regulations for commercial software.
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## 16. Modifications; Notices; Publicity
16.1 **Modifications to the Service.** We may modify or discontinue features from time to time. If we make a material change that adversely affects you, we will provide reasonable notice.
16.2 **Changes to Terms.** We may modify these Terms prospectively by posting an updated version and updating the Effective Date. If changes are material, we will provide additional notice (e.g., by email or in‑product). Your continued use after the effective date of changes constitutes acceptance.
16.3 **Notices.** We may provide notices via the Service, email, or your account. You consent to receive electronic communications. You may send notices to **[legal@bullbytesoftware.com](mailto:legal@bullbytesoftware.com)** or to our registered address listed on the website.
16.4 **Publicity.** With your consent, we may use your name and logo to identify you as a customer on our website and in marketing materials.
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## 17. Dispute Resolution; Governing Law; Venue
17.1 **Good‑Faith Resolution.** Before filing a claim, the parties will attempt in good faith to resolve any dispute by negotiation between executives with settlement authority.
17.2 **Governing Law; Venue.** These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict‑of‑law rules. The parties submit to the exclusive jurisdiction and venue of the provincial and federal courts located in **Ottawa, Ontario**, for any dispute not subject to arbitration or where arbitration is not permitted.
17.3 **Consumers.** If you are a consumer and your local law requires a different governing law or venue that cannot be contractually waived, then that law and venue will apply to you to the extent required.
17.4 **Injunctive Relief.** Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its IP or Confidential Information.
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## 18. Miscellaneous
18.1 **Entire Agreement.** These Terms, any Orders, the Privacy Policy, and (if applicable) the DPA constitute the entire agreement and supersede all prior or contemporaneous agreements regarding their subject matter.
18.2 **Order of Precedence.** In case of conflict, the following order controls: (1) DPA (for personal data processing); (2) Order; (3) these Terms; (4) Privacy Policy.
18.3 **Assignment.** You may not assign these Terms without our prior written consent, except to a successor in interest in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee agrees in writing to be bound by these Terms. We may assign these Terms.
18.4 **Force Majeure.** Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, labor disputes, internet failures, cyberattacks, governmental actions, or other force majeure events.
18.5 **Independent Contractors.** The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.
18.6 **Severability; Waiver.** If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver.
18.7 **Headings.** Headings are for convenience only and do not affect interpretation.
18.8 **Language.** The parties have expressly requested and required that these Terms and all related documents be drafted in English. Les parties ont expressément demandé que ces modalités soient rédigées en anglais.
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## 19. Contact
Questions about these Terms can be sent to **[legal@bullbytesoftware.com](mailto:legal@bullbytesoftware.com)**. You may also write to us at the postal address listed on our website.
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### Annex A — Service‑Specific Terms
**A1. Desktop Software.** The license in Section 3.1 permits installation on the number of devices/users specified in your Order. You may make one backup copy solely for archival purposes. You may not virtualize, share, or host the Software for third‑party access, except as expressly allowed in an Order.
**A2. Cloud/Hosted Features.** Uptime targets, if any, are described in documentation or an Order. We may schedule maintenance that may temporarily affect availability and will use reasonable efforts to provide notice of planned maintenance.
**A3. Telemetry.** To improve performance, stability, and security, we may collect device, usage, and diagnostic information in accordance with the Privacy Policy. You can disable certain telemetry where settings permit; core security/operational telemetry may be required.
**A4. Drivers and Connectors.** Certain features require third‑party drivers or client libraries (e.g., for Oracle, SQL Server, PostgreSQL, MySQL). You are responsible for procuring and installing any required drivers in accordance with their licenses.
**A5. Script Execution.** If you execute SQL or other scripts through the Service, you are solely responsible for reviewing and validating scripts before execution. We are not responsible for data loss or corruption arising from script execution.
**A6. Backups.** The Service is not a backup service. You are responsible for maintaining appropriate backups of your databases, files, and Customer Data.
**A7. AI‑Assisted Features.** If you enable AI features, those features may send prompts and context (which may include Customer Data) to AI service providers to generate Output. We will disclose the providers used in our Privacy Policy. You are responsible for reviewing Output and for complying with your own data governance policies.
**A8. Email and Marketing.** If you opt in to marketing communications, you consent to receive emails from us as permitted by applicable anti‑spam laws (e.g., CASL, CAN‑SPAM). You can opt out at any time via the unsubscribe link. Transactional and service notices will continue regardless of marketing preferences.
**A9. Payment Processing.** We may use third‑party payment processors (e.g., merchant of record providers) to bill you. Your purchase may be subject to their terms and privacy policies. To the extent a merchant of record sells you a license or subscription, that merchant is the seller of record.
**A10. Customer Support.** Support levels and response targets, if any, are described on the website or in an Order. We may provide community forums as‑is without warranties.
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### Annex B — Jurisdiction‑Specific Terms
**B1. European Union/United Kingdom Consumers.** If you are an EU/UK consumer: (a) you may have a legal right to withdraw from a distance contract within 14 days; by downloading digital content not supplied on a tangible medium during that period, you consent to immediate performance and acknowledge the right of withdrawal may be lost; (b) nothing in these Terms limits your mandatory consumer rights.
**B2. California Users.** If you are a California consumer, you may have specific rights under the CCPA/CPRA as described in our Privacy Policy. We do not sell your personal information as defined by the CCPA/CPRA.
**B3. Québec Consumers.** The provisions regarding limitation of liability and warranty exclusions apply to the extent permitted by the **Civil Code of Québec**. The parties confirm they wish this agreement and all related documents to be in English. Les parties confirment leur volonté que cette convention ainsi que tous les documents s’y rattachant soient rédigés en anglais.
**B4. Australia Consumers.** Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the **Australian Consumer Law** that cannot be excluded, restricted, or modified by agreement.
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Last Updated: September 26, 2025